AYYAPPAN AJAY 4

4 · ExlService Holdings, Inc. · Filed Jan 28, 2026

AI-generated summary of this filing

Updated Jan 29, 2026

ExlService (EXLS) EVP Ayyappan Ajay Receives PRSU Award, Sells Shares

What Happened

Ayyappan Ajay, Executive Vice President & General Counsel and Corporate Secretary of ExlService Holdings (EXLS), had 20,173 shares of common stock vest from performance restricted stock units (PRSUs) earned for the 2023–2025 performance period. On Jan 26, 2026, 11,157 of those shares were surrendered to cover tax withholding (3,848 and 7,309 shares) and on Jan 27, 2026, he sold 8,114 shares in open-market transactions (5,316 and 2,798 shares).
The reported dollar amounts: tax-withholding share dispositions are reported as $164,079 and $311,656; open-market sales produced $226,089 and $118,999. Total value associated with the disposed shares is approximately $820,823. Net remaining from this earned award = 20,173 − 19,271 = 902 shares retained.

Key Details

Transaction dates and prices:
- 2026-01-26: Awarded 6,957 shares and 13,216 shares (total 20,173) at $0.00 (PRSUs deemed earned).
- 2026-01-26: 3,848 shares and 7,309 shares withheld/used to pay tax liability at $42.64 (codes F).
- 2026-01-27: Sold 5,316 shares and 2,798 shares in the open market at $42.53 (codes S).
Amounts reported for disposals: $164,079; $311,656; $226,089; $118,999 (total ≈ $820,823).
Shares remaining from this PRSU vesting after withholding and sales: 902 shares.
Footnotes:
- These shares were earned under PRSUs granted Feb 15, 2023, based on performance through Dec 31, 2025.
- Tax withholding calculations used the prior-day Nasdaq closing price per the 2018 Omnibus Incentive Plan.
- At least one open-market sale was executed pursuant to a 10b5-1 trading plan entered by the reporting person on Aug 11, 2025.
Filing timeliness: Form 4 was filed Jan 28, 2026 covering Jan 26–27 transactions; this appears timely (Form 4 is due within two business days of the transaction).

Context

This filing reflects earned PRSUs being delivered to the executive and a mix of shares withheld to cover taxes and voluntary open-market sales. Withholding to cover tax liabilities (code F) and sales under a pre-existing 10b5-1 plan are common, routine outcomes when restricted or performance shares vest.
No options were exercised here; the primary events were grant vesting (award) and subsequent share disposition for taxes and liquidity. These actions are informational—do not necessarily indicate a view on the company's prospects.

Form 4

Period: 2026-01-26

EVP & Gen Counsel/Corp. Sec'y.

Transactions

Award
Common Stock, par value $0.001 per share
[F1]
2026-01-26+6,957→ 59,570 total
Tax Payment
Common Stock, par value $0.001 per share
[F1][F2]
2026-01-26$42.64/sh−3,848$164,079→ 55,722 total
Award
Common Stock, par value $0.001 per share
[F1]
2026-01-26+13,216→ 68,938 total
Tax Payment
Common Stock, par value $0.001 per share
[F1][F2]
2026-01-26$42.64/sh−7,309$311,656→ 61,629 total
Sale
Common Stock, par value $0.001 per share
[F3]
2026-01-27$42.53/sh−5,316$226,089→ 56,313 total
Sale
Common Stock, par value $0.001 per share
[F3]
2026-01-27$42.53/sh−2,798$118,999→ 53,515 total

Footnotes (3)

[F1]The reporting person's shares of common stock, par value $0.001 per share (the "Common Stock") reported in this report were earned pursuant to the performance restricted stock units ("PRSUs") of ExlService Holdings, Inc. (the "Company") granted on February 15, 2023. Such shares of Common Stock were deemed earned on January 26, 2026, based on the Compensation and Talent Management Committee of the Board of Directors administering the award certifying the achievement of performance targets applicable to the PRSUs for the performance period ending on December 31, 2025.
[F2]Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.
[F3]This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on August 11, 2025.

Signature

/s/ Ajay Ayyappan|2026-01-28

1 file